Terms of Service

1. Acceptance of terms and eligibility

These Terms of Service ("Terms") form a binding agreement between Ayonix Corporation ("Ayonix", "we", "us", "our") and you, whether you are an individual acting on your own behalf or a person accepting them for an organisation. They apply to ayonix.com and its subdomains, to any application programming interface, software development kit, model, container or licensed binary we make available, and to any account issued on our platforms. Together these are the "Services".

You accept these Terms by doing any of the following: using the website beyond simply reading it, creating or holding an account, sending a request to an Ayonix endpoint with or without credentials, or installing, integrating or running software we license to you. If you do not accept them, do not use the Services.

Who may accept

• You must be at least 18 years old. The Services are offered to businesses and professionals and are not directed to children.
• If you accept on behalf of an organisation, you warrant that you have authority to bind it, and “you” in these Terms means that organisation.
• You must not be located in, or ordinarily resident in, a country or territory subject to comprehensive trade sanctions, and you must not appear on any restricted-party list maintained by Japan, Australia, the United States, the United Kingdom or the European Union.
• You must not use the Services if we have previously terminated your access.

2. The Services

Ayonix builds computer vision and artificial intelligence software for enterprise and government use. Depending on what you have licensed, the Services may include face recognition and face analysis, video analytics, ATLAS AI agents, voice and speech components, and the SDKs, models and documentation that accompany them.

Much of our software is delivered to run on infrastructure you control — on premises, at the edge, or in your own cloud tenancy. Where that is the case, Ayonix does not operate the deployment, does not receive the data it processes, and cannot see, retrieve or alter it. Your obligations under these Terms still apply to that deployment, and section 5 in particular applies wherever the software runs.

We may change, add to or discontinue parts of the Services. Where a change materially reduces functionality you are paying for, we will give reasonable notice through the account contact we hold for you or, for changes affecting all users, by posting notice on the website. Features described as beta, preview, evaluation or trial are provided for assessment only, may change without notice, and carry no availability commitment.

3. Proprietary rights and AI intellectual property

Ayonix, and its licensors where applicable, retain all right, title and interest in and to the Services and everything they are built from. This includes the source and object code, the face recognition and computer vision algorithms, the architecture and design of our neural networks, the trained model weights, biases, embeddings and other learned parameters, the training methodologies and data pipelines, the SDKs, APIs and their structure and organisation, the documentation, and all patents, patent applications, copyrights, trade secrets, database rights, trade marks and other intellectual property subsisting in any of them.

Nothing in these Terms transfers ownership of any of it. What you receive is a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to use the Services for your internal business purposes, for the term and within the volumes, seats, deployment locations and other limits of your subscription, order form or licence. Every right not expressly granted is reserved.

Prohibited technical acts

You must not do any of the following, and must not permit or assist anyone else to do them, except and only to the extent that applicable law confers a right that cannot lawfully be excluded by contract:

• Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model architecture, training data or trained parameters of any part of the Services.
• Extract, copy, reconstruct or approximate model weights, embeddings, decision boundaries or other learned parameters, whether by inspecting artefacts, probing an interface, or analysing outputs — conduct commonly described as model extraction, model stealing or model inversion.
• Use the outputs of the Services, or inputs paired with outputs, to train, fine-tune, distil, evaluate against or otherwise develop any machine learning model, dataset or product that competes with the Services. This prohibition covers competitive distillation in every form, including through an intermediary.
• Conduct membership inference, attribute inference, training-data reconstruction or similar attacks against any Ayonix model.
• Remove, obscure or alter any proprietary notice, watermark, licence key, telemetry or usage-metering mechanism, or circumvent any technical measure that enforces the limits of your licence.
• Benchmark, evaluate or publish performance comparisons of the Services against competing products without our prior written consent, except where a right to do so cannot lawfully be excluded.
• Sublicense, resell, rent, lease, time-share, or provide the Services to third parties as a service bureau, unless you hold a written reseller or distribution agreement with us.

Your data, your outputs, and feedback

You keep all right, title and interest in the data you supply to the Services and in the outputs generated from it. Ayonix claims no ownership of your images, video, embeddings, records or results. Where we act as a processor of that data, section 5 and the applicable data processing agreement govern what we may do with it.

If you send us suggestions, feature requests, bug reports or other feedback, you grant Ayonix a perpetual, irrevocable, worldwide, royalty-free licence to use it without restriction or obligation to you. We do not have to keep it confidential, and you should not send us anything under that expectation.

4. Acceptable use policy

Biometric technology can be misused in ways that are difficult to reverse, so this section is a condition of your licence rather than a statement of preference. Breach of it is a material breach of these Terms and entitles us to suspend or terminate access immediately under section 11.

Prohibited deployments

You must not use the Services, and must not permit anyone else to use them, for any of the following:

• Surveillance that is unlawful in the jurisdiction where it takes place, including covert monitoring conducted without a lawful basis and any deployment that breaches a court order, regulatory prohibition or applicable moratorium on biometric surveillance.
• Building, enriching or querying a biometric index of individuals who have not given the consent required by the law that applies to them — including scraping face images from the internet, social media or third-party databases to construct an identification database.
• Targeting individuals or groups on the basis of race, ethnicity, national origin, religion, sex, gender identity, sexual orientation, disability, political opinion or trade union membership, or otherwise deploying the Services to enable persecution or discrimination.
• Any weapons system, autonomous or human-supervised, and any application whose purpose is to direct or assist the application of lethal or injurious force.
• Determining, without meaningful human review, an outcome that materially affects a person's legal rights, liberty, employment, housing, credit, insurance or access to essential services.
• Inferring emotion, health, mental state, sexual orientation, political opinion or religious belief from facial data, other than where a specific analytic is expressly licensed and lawful in the jurisdiction of use.
• Producing or distributing synthetic media that depicts a real person without their consent, including for fraud, defamation, sexual imagery or impersonation.
• Any purpose that is unlawful in the jurisdiction of deployment, or that infringes the rights of any person.

Prohibited conduct against the Services

• Deliberately manipulating accuracy testing, benchmark submissions or certification evaluations, including submitting inputs crafted to distort a published result or misrepresenting test conditions.
• Presenting a photograph, mask, replayed video, deepfake or other artefact to defeat liveness detection or presentation-attack detection, except in authorised security testing you have arranged with us in writing.
• Probing, scanning or testing the vulnerability of any Ayonix system, or breaching or circumventing authentication, rate limiting or access controls, without our prior written authorisation.
• Denial-of-service activity, stress or load testing without written authorisation, or any traffic pattern designed or likely to degrade the Services for others.
• Uploading malware, or using the Services to distribute malware, spam or unlawful content.
• Misrepresenting your identity or affiliation, or concealing the origin of traffic, in order to obtain access you would not otherwise be given.

5. API, SDK and hosted service terms

This section applies where you access endpoints Ayonix operates. Where you run our software on your own infrastructure, availability and rate limits are a function of your deployment rather than ours, and only the credential and licence-key obligations below apply.

Credentials

• API keys, licence keys and account credentials identify you, and every request made with them is treated as made by you. Keep them confidential.
• Do not embed a key in a mobile application, browser bundle, public repository or anything else a third party can read. Keys belong in server-side configuration or a secrets manager.
• Tell us immediately at infojp@ayonix.com if a key is exposed or you suspect unauthorised use. We will rotate it. You remain responsible for use made of a key before you report it.
• Do not share a key across legal entities, or beyond the seats, environments or volumes your subscription covers.

Rate limits and fair use

Endpoints are subject to rate limits, concurrency limits and quotas set by your plan or order form and published in the documentation. We may apply limits to protect the integrity of the platform, and may throttle, queue or reject requests that exceed them. Sustained traffic materially above your plan, automated retry storms, and load testing conducted without written authorisation are grounds for throttling or suspension under section 11. Where suspension is needed to protect the platform or other customers we may act first and notify you promptly afterwards.

Availability

Where a service level agreement is included in your order form or master services agreement, that document states the availability commitment and the remedy for missing it, and that remedy is your exclusive remedy for unavailability. Absent such an agreement the Services are provided without any availability commitment, on the “as available” basis set out in section 9. Scheduled maintenance, emergency maintenance, and interruptions caused by your systems, your network or a third party outside our reasonable control are excluded from any availability calculation.

Deprecation

We may deprecate an API version or endpoint. For generally available interfaces we aim to give at least ninety days' notice before withdrawal, except where a shorter period is required to address a security vulnerability, a legal obligation or a third-party dependency outside our control. Beta and preview interfaces may be withdrawn at any time.

6. Customer data, biometrics and consent

What that requires depends on where you operate and whose data you process. It commonly includes, without limitation:

Illinois BIPA and comparable state biometric statutes

Written notice that a biometric identifier is being collected and why, the specific purpose and retention period, and a written release executed by the subject before collection. Texas CUBI and Washington's biometric statute impose their own notice and consent requirements, and other states continue to legislate.

GDPR and UK GDPR

Biometric data processed to identify a person uniquely is a special category under Article 9. You need both an Article 6 lawful basis and an Article 9 condition — usually explicit consent, or substantial public interest laid down in law. A data protection impact assessment under Article 35 is ordinarily required, and where you deploy in a publicly accessible space, further restrictions may apply.

Japan's Act on the Protection of Personal Information

Facial recognition data is personal data requiring specified purposes of use, appropriate acquisition, and the consents the Act requires for third-party provision and for transfers outside Japan.

US state privacy laws

The CCPA as amended by the CPRA treats biometric information as sensitive personal information, with rights to limit its use. Comparable statutes in Colorado, Connecticut, Virginia, Texas and other states impose consent or opt-out requirements of their own.

Sector and employment law

Deployments in workplaces, schools, healthcare, financial services and public spaces frequently attract additional obligations, including works council consultation and sector regulator notification.

You are also responsible for giving the notices your deployment requires, for honouring access, deletion and objection requests from the people whose data you process, for setting and enforcing a retention schedule, and for destroying biometric identifiers when the purpose is satisfied or the statutory period expires, whichever comes first.

Where Ayonix processes personal data on your behalf, we act as your processor and only on your documented instructions. The applicable data processing agreement governs that relationship, and our Privacy Policy describes what we do with data in more detail. Ayonix does not sell customer data, and does not use biometric data processed on your behalf to train, fine-tune or improve our models except where you have separately and specifically authorised it in writing.

You must not upload data you have no right to disclose to us, and you must not send us special-category or biometric data through general support channels such as email. If a regulator, court or law enforcement body contacts us about your deployment, we will tell you unless we are legally prohibited from doing so.

7. Fees, taxes and evaluation licences

Fees, billing frequency, and the volumes and seats they cover are set in your order form, subscription or licence. Unless that document says otherwise, invoices are payable within thirty days, fees are stated exclusive of value added tax, consumption tax, goods and services tax, withholding and other applicable taxes, and paid fees are non-refundable except where a right to a refund cannot lawfully be excluded.

We may suspend access to paid Services for accounts materially overdue, after giving notice and a reasonable opportunity to pay. Where an evaluation, trial or proof-of-concept licence is granted, it is for internal assessment only, is limited to the period stated when it was issued, and confers no right to deploy in production.

8. Third-party components and integrations

The Services incorporate third-party and open source components, and may integrate with third-party platforms such as video management systems, cameras and cloud infrastructure. Open source components are licensed to you under their own licences, which prevail over these Terms to the extent of any conflict; where required, the applicable notices are provided with the software or on request.

Third-party products you choose to connect are governed by your agreement with their provider. Ayonix does not control them, does not warrant them, and is not responsible for their availability, security or handling of your data.

9. Disclaimer of warranties

In particular, and without limiting the above, Ayonix does not warrant that the Services will be uninterrupted, secure, timely or error-free; that defects will be corrected; that any accuracy, false-match or false-non-match rate will be achieved in your deployment; that results will be complete, correct or suitable for your purpose; or that the Services will meet any regulatory, certification or accreditation requirement applicable to you.

Published accuracy figures, benchmark results and third-party evaluation results describe performance under the conditions of those tests. They are not a promise of performance in your environment, on your hardware, on your population, or under your capture conditions. Independent evaluation of Ayonix technology by a testing body does not constitute an endorsement by that body.

Some jurisdictions do not allow the exclusion of certain warranties. Where rights of that kind apply to you — among them the protections of Japan’s Consumer Contract Act, and the consumer guarantees of the Australian Consumer Law for those dealing with our Australian office — they are not excluded, and this section applies only to the extent permitted.

10. Limitation of liability

To the maximum extent permitted by law, neither party is liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages, or for loss of profits, revenue, goodwill, anticipated savings, business opportunity or data, however caused and on any theory of liability, whether in contract, tort including negligence, statute or otherwise, and whether or not the party was advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of Ayonix arising out of or relating to these Terms and the Services, taken together across all claims, will not exceed the greater of the total fees you paid to Ayonix for the Services in the twelve months immediately preceding the event giving rise to the claim, or one hundred United States dollars. Where a signed agreement between you and Ayonix states a different cap, that cap governs.

These limits do not apply to liability that cannot lawfully be limited: death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful misconduct, and any other liability that applicable law does not permit to be excluded or capped. Your obligations under sections 4 and 6, and either party's liability for infringement of the other's intellectual property, are excluded from the cap.

The limits in this section apply even if a remedy fails of its essential purpose, and reflect an agreed allocation of risk that is part of the basis of the bargain between us. Each party must take reasonable steps to mitigate its loss.

Indemnity

You will indemnify, defend and hold harmless Ayonix and its officers, employees and agents against claims, liabilities, damages, penalties and reasonable legal costs arising from your use of the Services in breach of section 4, from your breach of the consent warranty in section 6, from your infringement of a third party's rights, or from a regulatory action brought against Ayonix in respect of your deployment. We will notify you of any such claim, give you control of the defence for claims that concern only your conduct, and cooperate reasonably at your expense. You may not settle a claim in a way that imposes an obligation or admission on Ayonix without our written consent.

11. Suspension, termination and survival

You may stop using the Services at any time, and may close an account through the account settings or by writing to infojp@ayonix.com. Termination of a paid subscription is governed by your order form.

We may suspend or terminate your access, in whole or in part, where you materially breach these Terms and do not cure the breach within thirty days of written notice; immediately and without prior notice where the breach is of section 4, where continued access presents a security risk to the platform or to other customers, where fees are materially overdue after notice, where you become insolvent or enter administration or an equivalent process, or where we are required to act by law, regulation, court order or sanctions obligation.

Where suspension is temporary and the cause is capable of remedy, we will tell you what is required to restore access. On termination your licence ends, you must stop using the Services and destroy or return any licensed software, licence keys and confidential information in your possession, and we will delete or return your data in accordance with the applicable data processing agreement and our Privacy Policy, subject to any retention that law requires of us.

Sections 3, 6, 7, 9, 10, 11, 12 and 13 survive termination, along with any other provision that by its nature is intended to survive.

12. Governing law and dispute resolution

These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, including non-contractual disputes, are governed by the laws of Japan, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Each party submits to the Tokyo District Court as the court of exclusive jurisdiction in the first instance. Either party may nonetheless apply to any court of competent jurisdiction for urgent injunctive or other interim relief, including to restrain a breach of section 3 or section 4.

Before commencing proceedings, the parties will attempt in good faith to resolve the dispute by escalating it to a senior representative of each party for thirty days from written notice of the dispute. This does not prevent an application for urgent interim relief, and does not extend any limitation period.

If you are a consumer, nothing in this section deprives you of the protection of the mandatory law of your country of residence, or of the right to bring proceedings in the courts of that country where that right cannot be excluded.

13. Changes and general terms

We may amend these Terms. The date at the top of this page changes when we do. Where an amendment materially reduces your rights or increases your obligations, we will give at least thirty days' notice before it takes effect, by email to the account contact we hold or by prominent notice on the website. Continuing to use the Services after the effective date is acceptance of the amended Terms; if you do not accept them, stop using the Services and, where you hold a paid subscription, contact us about termination.

• Entire agreement. These Terms, together with any signed agreement, order form and data processing agreement between us, are the entire agreement on their subject matter and replace any prior understanding.
• Severability. If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest continues in force.
• No waiver. A failure or delay in enforcing a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
• Assignment. You may not assign or transfer these Terms without our written consent. We may assign them to an affiliate or in connection with a merger, acquisition or sale of assets.
• Force majeure. Neither party is liable for a failure to perform caused by an event beyond its reasonable control, excluding an obligation to pay money.
• No agency. These Terms create no partnership, joint venture, agency or employment relationship.
• Notices. Notices to Ayonix go to infojp@ayonix.com. Notices to you go to the contact details held on your account.
• Export and sanctions. You will comply with all applicable export control and sanctions laws, and will not export, re-export or transfer the Services in breach of them.

14. Contact

For questions about these Terms, notices, or to report a security issue or a suspected breach of the acceptable use policy: